Twitter Sues Musk After He Tries Backing Out of $44B Deal | Hacker News Reader

Twitter Sues Musk After He Tries Backing Out of $44B Deal

nytimes.com

37 pointskirubakaran17 comments

So let me get this straight. In March he was pledging that spam was an issue, and that he wanted to "defeat the spam bots" (p.3)

So he then he initiated his purchase, and signed a legally binding agreement to purchase that was not contingent on due diligence: (p.12)

>Musk’s counsel sent over a draft agreement, reiterated that Musk’s offer was not contingent on any due diligence, and underscored that the form of the proposed agreement was “intended to make this easy on all to get to a deal asap.”

>Twitter had taken Musk’s claimed “seller friendly” draft agreement and secured other key concessions to make it even more so. Not only were there no financing or diligence conditions, but Musk had already secured debt commitments that together with his personal equity commitment would suffice to fund the purchase.

Then, he went on a crusade to get Twitter to prove that actually, spam isn't an issue. Twitter held multiple meetings showing him how they come to the number, including a 2 hour meeting where they explain that they do a daily random statistical human sampling, but he actually didn't read it: (p.43)

>Indeed, in a June 30 conversation with Segal, Musk acknowledged he had not read the detailed summary of Twitter’s sampling process provided back in May.

He winds up disparaging the company multiple times, terminates the agreement, and then posted memes of himself acting like this whole thing was a chess game to get Twitter to release user data. Meanwhile, Twitter couldn't implement any retention programs (p.49) because he withheld consent, and mulled over the idea of layoffs to the Twitter employees, nuking morale, all the while just posting memes to Twitter, sucking down Twitter resources for his fishing expedition, and then he just bounces? What the heck?

Meanwhile he turned some of his Tesla stock into 8,5 billion USD saying that it is for buying of Twitter. Then he bounces on bogus reasons. Is it clear now?

https://fortune.com/2022/07/09/how-elon-musk-bizarre-twitter...

I wish we could have a 'free market' of sorts for hyper-scaling hard science companies and their leadership.

This guy has his power and fame because no one (thus far) was able to match the performance of the electric car/space company he created. This aura of excellence attracts the best of the best which he then grinds to dust which perpetuates a feedback loop of top tier design and execution attracting the next wave of top performing people.

Yes you can make arguments that some parts of his organizations may not be up to snuff & playing with fire (Autopilot for example) but overall he is operating in a class of his own and that is going to force the people who want to be part of this (supposed) A-Team to have to put up with Musk as a person.

If there was another Musk that could match him at his own game, and was a lot nicer and respectful then I argue Musk would have sunk himself by now. But as it stands, so many people & institutions are having to tolerate him because they have nowhere else to go. It was the Peter Theil playbook executed masterfully.

> So let me get this straight. In March he was pledging that spam was an issue, and that he wanted to "defeat the spam bots" (p.3)

No he was pledging that he wanted it to be a virtual town square.

The narrative that he was doing it because of the bots was created in the last two weeks. It's been amazing to watch it suddenly become the norm.

>The narrative that he was doing it because of the bots was created in the last two weeks.

From page 3:

>One of the chief reasons Musk cited on March 31, 2022 for wanting to buy Twitter was to rid it of the “[c]rypto spam” he viewed as a “major blight on the user experience.”

From his TED talk in Vancouver on April 14:

>"A top priority I would have is eliminating the spam and scam bots and the bot armies that are on Twitter," Musk said during the event. "They make the product much worse. If I had a Dogecoin for every crypto scam I saw, we’d have 100 billion Dogecoin."

From his twitter on April 21:

>If our twitter bid succeeds, we will defeat the spam bots or die trying!

Also from page 3:

>In his press release announcing the deal on April 25, 2022, Musk raised a clarion call to “defeat the spam bots.”

Some articles from NOT within the last two weeks: https://www.washingtonpost.com/business/why-spam-bots-are-to... https://nypost.com/2022/04/22/elon-musk-plots-twitter-change... https://time.com/6171726/elon-musk-fake-followers/

Please provide more information on the claim that this narrative was created in the last two weeks.

Please don't cite the lawsuit for the information if you're going to push this narrative as the lawsuit is written to be favorable to the accusers.

The bot thing was a sub narrative, not the main reason for buying Twitter.

The lawsuit lays out the case on this pretty explicitly and includes Musks own tweets on the matter, including examples before/during/after the agreement was accepted.

Lawsuits will always be written in the most favorable way for the person doing the lawsuit, they can and do actively lie in them or distort facts to push their own narrative.

Distort facts, yes. Explicitly lie, less often. And the facts they are referencing, again, are the explicit tweets and statements by Musk stating things to the contrary.

PDF of the Complaint: https://www.documentcloud.org/documents/22084453-twittermusk...

That complaint was even more satisfying that I could have imagined. They didn't skip a beat. Wait until Musk tries to argue that it is the fault of a mental illness and that he shouldn't be held accountable.

@encryptluks2

RE this submission of yours, what was it all about?

https://news.ycombinator.com/item?id=31856190

The link is dead, & your OP is unclear to me...

Honestly it sounds like they are both trying to hide behind different terms.

Twitter constantly uses "mDAU" which they define as

  people, organizations or other accounts who logged in or were otherwise authenticated and accessed Twitter on any given day through twitter.com, Twitter applications that are able to show ads, or paid Twitter products, including subscriptions.

which would miss all of the "spam bots" that use the API to publish tweets.

While Musk is constantly claiming general Users.

I'm no contract lawyer but this is certainly going to be a fun one to watch.

Importantly, the only term that matters legally is the one Twitter chooses to hide behind. It doesnt matter how Musk classifies the users into buckets, because his statements on what % of bots are not what hes claiming Twitter lied about. The only thing that matters is that the made up metric they came up with and called mDAU and the arbitrary method they used to count the bots in that metric (5%) is not part of a nefarious plan to mislead the SEC/investors.

Even if their process was a bad one, it doesn't matter as long as it wasn't _intentionally_ bad or if the made up number was actually way higher.

I think it's very unlikely twitter gets $44 billion. More likely elon will pay a fine or negotiate a lower price.

It's too late for both possibilities.

The only way Elon pays less money is if it's a settlement in which he does not get ownership of Twitter. (or wins the lawsuit)

I can't imagine Twitter accepting less than $10 billion or so, given the damage this has caused to the company and its stock price, and I can't imagine Musk agreeing to pay that much for nothing.

It's pretty unusual for a lawsuit, but I would expect this one to end with the judge having to enforce the contract.

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